HBL - Hadasit Bio-Holdings Ltd.
November 18, 2015
Israel Securities Authority Tel Aviv Stock Exchange Ltd.
Re: Immediate Report - Convertible Loan to Kahr Medical (2005) Ltd.
Further to the immediate reports of the Company dated February 8, 2015, February 4, 2015 and April 4, 2015, in connection with signature of the convertible loan agreement in the amount of USD 1 million (hereinafter: the “Original Loan Amount”), between the Company, Kahr Medical (2005) Ltd. (hereinafter: “Kahr”), a subsidiary held by the Company in about 49% (not fully diluted) and Flerie Invest AB, the shareholder of Kahr (hereinafter: “Flerie”, and jointly with the Company: the “Lenders” and the “Loan Agreement,” respectively), the Company is pleased to announce as follows:
On November 17, 2015, the Lenders and Kahr signed a new agreement that replaces the Loan Agreement (hereinafter: the “New Loan Agreement”), within which the Lenders will loan to Kahr, by way of a convertible loan, an amount in addition to the Original Loan Amount in the amount USD 500 thousand (hereinafter: the “Additional Loan Amount” and jointly with the Original Loan Amount: the “Updated Loan Amount”), all in accordance with the terms set forth below:
In accordance with the New Loan Agreement, Flerie and the Company undertook to transfer to Kahr the Additional Loan Amount, in an equal manner (a total of USD 250 thousand each), by November 20, 2015 and until December 2, 2015, respectively.
Notwithstanding the above, in the case in which the Company does not transfer to Kahr its share of the Additional Loan Amount, in whole or in part, Flerie will transfer the remaining loan amount that was not paid by the Company by December 7, 2015, such that the Additional Loan Amount will amount to USD 500 thousand in any event.
The Additional Loan Amount will bear annual interest at a rate of 8%, as of the date on which the Additional Loan Amount was transferred by each of the Lenders. Additionally, it was agreed that the Original Loan Amount will bear annual interest of 8%, as of May 1, 2015 (instead of 25%).
According to the addendum to the Loan Agreement, upon the occurrence of a conversion event, as defined in the Loan Agreement, the Updated Loan Amount and the interest that will accrue will be automatically converted to priority shares with the highest preference in Kahr at the time (other than Preferred A-1 Shares held by Aventisub LLC).
In the event in which the conversion event occurs before December 31, 2016, on the conversion date, the Lenders will be given a discount to the share price in the rate of 15% of the price set forth per share in the conversion event.
In the case in which the conversion event does not occur by December 31, 2016, Kahr will repay the Loan Amount and interest accrued, or alternatively and at its discretion, the aforesaid amount will be converted at a discount at a share price of 25%.
For additional details regarding the Loan Agreement and the conversion event, see the Company’s immediate reports dated February 8, 2015, February 12, 2015, March 4, 2015 and April 4, 2015 (reference number: 2015-01-026794, 2015-01-030793, 2015-01-044797 and 2015-01-074173, respectively).
HBL - Hadasit Bio-Holdings Ltd.
By: Ms. Tamar Kfir, CEO